National Bank Holdings Corp.

National Bank Holdings Corp. – Employment Agreement (May 2nd, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of May 2, 2018, by and between Aldis Birkans (the "Executive") and National Bank Holdings Corporation, a Delaware corporation (the "Company").

National Bank Holdings Corp. – Transition Agreement (May 2nd, 2018)

THIS TRANSITION AGREEMENT (this "Agreement"), dated as of May 2, 2018, is entered into by and between National Bank Holdings Corporation, a Delaware corporation (the "Company"), and Brian F. Lilly (the "Executive").

National Bank Holdings Corp. – Change of Control Agreement (February 27th, 2018)

THIS CHANGE OF CONTROL AGREEMENT, dated as of the [DATE] (this "Agreement"), is entered into by and among NBH Bank (the "Bank"), National Bank Holdings Corporation (the "Company" and together with the Bank, the "Employer"), and [_________] (the "Associate").

National Bank Holdings Corp. – Support and Stockholders Agreement (June 27th, 2017)

This Support and Stockholders Agreement (this "Agreement"), dated as of June 23, 2017, is entered into by and among Peoples, Inc., a Kansas corporation (the "Company"), National Bank Holdings Corporation, a Delaware corporation ("Parent"), and the undersigned stockholders of the Company (each, a "Significant Stockholder" and collectively, the "Significant Stockholders," and together with the Company and Parent, the "parties").

National Bank Holdings Corp. – AGREEMENT AND PLAN OF MERGER by and Among PEOPLES, INC., NATIONAL BANK HOLDINGS CORPORATION, the Significant Stockholders (As Defined Herein), and WINTON A. WINTER, JR., Solely in His Capacity as the Holders' Representative Dated as of June 23, 2017 (June 27th, 2017)

Agreement and Plan of Merger (this "Agreement"), dated as of June 23, 2017, by and among Peoples, Inc., a Kansas corporation ("Company"), National Bank Holdings Corporation, a Delaware corporation ("Parent"), the Significant Stockholders and Winton A. Winter, Jr., solely in his capacity as the Holders' Representative (together, the "Parties," and each a "Party").

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan PERFORMANCE RESTRICTED Stock Award Agreement (February 24th, 2017)

THIS PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of [________] (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – Amendment to Nbh Holdings Corp. 2009 Equity Incentive Plan (February 24th, 2017)

Effective on February 22, 2017, Section 12(d)(ii) of the NBH Holdings Corp. 2009 Equity Incentive Plan dated October 20, 2009 is hereby amended and restated its entirety as follows:

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan PERFORMANCE Stock UNIT Award Agreement (February 24th, 2017)

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of [___________] (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [__________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan Nonqualified Stock Option Agreement (February 24th, 2017)

THIS OPTION AGREEMENT (this "Agreement"), dated as of [________] (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [____________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan Restricted Stock Award Agreement (February 24th, 2017)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of [_______] (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [____________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan Nonqualified Stock Option Agreement (February 29th, 2016)

THIS OPTION AGREEMENT (this "Agreement"), dated as of [________] (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [____________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan PERFORMANCE RESTRICTED Stock Award Agreement (February 29th, 2016)

THIS PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of [________] (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan Restricted Stock Award Agreement (February 29th, 2016)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of [_______] (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [____________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan PERFORMANCE Stock UNIT Award Agreement (February 29th, 2016)

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of [___________] (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [__________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – First Amendment to Employment Agreement (November 20th, 2015)

THIS FIRST AMENDMENT (this "Amendment"), dated as of November 17, 2015, to that certain Employment Agreement, dated as of May 22, 2010 (the "Employment Agreement"), by and between National Bank Holdings Corp., a Delaware corporation (the "Company"), and G. Timothy Laney (the "Executive"), is entered into by and between the Company and the Executive. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Employment Agreement.

National Bank Holdings Corp. – Employment Agreement (November 20th, 2015)

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of November 17, 2015, by and between Brian F. Lilly (the "Executive") and National Bank Holdings Corporation, a Delaware corporation (the "Company").

National Bank Holdings Corp. – Employment Agreement (November 20th, 2015)

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of November 17, 2015, by and between Zsolt K. Bessko (the "Executive") and National Bank Holdings Corporation, a Delaware corporation (the "Company").

National Bank Holdings Corp. – Amended and Restated EMPLOYMENT AGREEMENT (November 20th, 2015)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of November 17, 2015, by and between Richard U. Newfield, Jr. (the "Executive") and National Bank Holdings Corporation, a Delaware corporation (the "Company").

National Bank Holdings Corp. – Separation and Consulting Agreement (November 20th, 2015)

THIS SEPARATION AND CONSULTING AGREEMENT (this "Agreement"), dated as of November 17, 2015, is entered into by and between National Bank Holdings Corporation, a Delaware corporation (the "Company"), and Thomas M. Metzger (the "Consultant").

National Bank Holdings Corp. – National Bank Holdings Corporation Announces Termination of Its FDIC Loss Share Agreements (November 9th, 2015)

GREENWOOD VILLAGE, Colo.--(PR Newswire)-- National Bank Holdings Corporation (NYSE: NBHC) announced that its wholly-owned subsidiary, NBH Bank, N.A. (the "Bank"), entered into an early termination agreement with the Federal Deposit Insurance Corporation (the "FDIC") that terminates the Bank's loss share agreements with the FDIC, and made a payment of $15.1 million to the FDIC as consideration for the early termination of the loss share agreements. These loss share agreements were entered into by the Bank in 2010 and 2011 in conjunction with the Bank's acquisition of substantially all of the assets ("covered assets") and assumption of substantially all of the liabilities of two failed banks, Hillcrest Bank and Community Banks of Colorado, respectively, in FDIC-assisted transactions. All rights and obligations of the Bank and the FDIC under these FDIC loss share agreements have been eliminated under the early termination agreement.

National Bank Holdings Corp. – Termination Agreement (November 9th, 2015)

THIS TERMINATION AGREEMENT (the "Agreement"), is made and entered into as of the 5th day of November, 2015, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER OF HILLCREST BANK, OVERLAND PARK, KANSAS and COMMUNITY BANKS OF COLORADO, GREENWOOD VILLAGE,COLORADO (the "Receiver"), NBH BANK, N.A., organized under the laws of the United States and having its principal place of business in KANSAS CITY, MISSOURI (the "Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the "Corporation").

National Bank Holdings Corp. – National Bank Holdings Corporation Announces Termination of OCC Operating Agreement (October 19th, 2015)

GREENWOOD VILLAGE, Colo.--(PR Newswire)-- National Bank Holdings Corporation (NYSE: NBHC) today announced that the operating agreement between its subsidiary, NBH Bank, N.A. (the "Bank"), and its primary regulator, the Office of the Comptroller of the Currency, has been terminated effective immediately. The operating agreement was entered into in December 2010 as part of the Bank's approval to operate as a de novo bank. The agreement required the Bank to maintain certain capital levels, placed restrictions on its ability to pay dividends and limited its ability to make certain other business decisions.

National Bank Holdings Corp. – National Bank Holdings and Pine River Bank Corporation (Pine River Valley Bank) Announce Merger Agreement (January 30th, 2015)

GREENWOOD VILLAGE, Colo., Jan. 30, 2015 /PRNewswire/ -- National Bank Holdings Corporation (NYSE: NBHC) (the "Company"), the parent company of NBH Bank, N.A., and Pine River Bank Corporation, the parent company of Pine River Valley Bank, announced today the signing of a definitive merger agreement. Under the terms of the merger agreement, National Bank Holdings will acquire all of the outstanding common stock of Pine River Bank Corporation in exchange for all cash consideration.

National Bank Holdings Corp. – 2014 Omnibus Incentive Plan Restricted Stock Award Agreement (May 9th, 2014)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of [ ], 2014 (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [___________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – Nonqualified Stock Option Agreement (May 9th, 2014)

THIS OPTION AGREEMENT (this "Agreement"), dated as of [ ], 2014 (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [___________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – Restricted Stock Award Agreement (May 9th, 2014)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of [ ], 2014 (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [___________] ("Participant"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the "Plan").

National Bank Holdings Corp. – Transition and Consulting Agreement (April 8th, 2014)

THIS TRANSITION AND CONSULTING AGREEMENT (this "Agreement") dated as of April 7, 2014 is by and among NBH Bank, N.A. (the "Bank"), National Bank Holdings Corporation (either individually or together with the Bank, the "Company"), and Donald Gaiter ("Consultant").

National Bank Holdings Corp. – Transition and Consulting Agreement (November 27th, 2013)

THIS TRANSITION AND CONSULTING AGREEMENT (this "Agreement") dated as of November 25, 2013 is by and among NBH Bank, N.A. (the "Bank"), National Bank Holdings Corporation (either individually or together with the Bank, the "Company"), and Kathryn Hinderhofer ("Consultant").

National Bank Holdings Corp. – June 5, 2013 Dear Zsolt, (November 12th, 2013)

We are pleased to extend to you our offer to join National Bank Holdings Corporation (the "Holdco") and NBH Bank N.A. (the "Bank" and together with the Holdco, the "Employer") as General Counsel of the Holdco, reporting to the Chief Financial Officer of the Holdco (the "CFO"). If you accept this offer, your start date will be July 1, 2013 (the "Effective Date"). This letter ("Letter") serves as confirmation of our offer, pursuant to which your employment is subject to you satisfying the Employer's standard pre-employment screening requirements, including a background check, regulatory inquiry and drug screening. In the event that the requirements set forth in the prior sentence are not satisfied, this Letter will be null and void ab initio and of no further force and effect.

National Bank Holdings Corp. – 2009 Equity Incentive Plan Nonqualified Stock Option Agreement (August 13th, 2013)

THIS OPTION AGREEMENT (this "Agreement"), dated as of May 2, 2013, (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [ ] ("Participant").

National Bank Holdings Corp. – 2009 Equity Incentive Plan Restricted Stock Award Agreement (For Non-Employee Directors) (August 13th, 2013)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of May 2, 2013 (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [ ] ("Participant").

National Bank Holdings Corp. – 2009 Equity Incentive Plan Restricted Stock Award Agreement (August 13th, 2013)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of May 2, 2013 (the "Date of Grant"), is made by and between National Bank Holdings Corporation, a Delaware corporation ("NBHC"), and [ ] ("Participant").

National Bank Holdings Corp. – 2009 Equity Incentive Plan Restricted Stock Award Agreement (For Non-Employee Directors) (May 14th, 2013)

THIS RESTRICTED STOCK AWARD AGREEMENT (this Agreement), dated as of May 2, 2013 (the Date of Grant), is made by and between National Bank Holdings Corporation, a Delaware corporation (NBHC), and [ ] (Participant).

National Bank Holdings Corp. – 2009 Equity Incentive Plan Restricted Stock Award Agreement (May 14th, 2013)

THIS RESTRICTED STOCK AWARD AGREEMENT (this Agreement), dated as of May 2, 2013 (the Date of Grant), is made by and between National Bank Holdings Corporation, a Delaware corporation (NBHC), and [ ] (Participant).

National Bank Holdings Corp. – 2009 Equity Incentive Plan Nonqualified Stock Option Agreement (May 14th, 2013)

THIS OPTION AGREEMENT (this Agreement), dated as of May 2, 2013, (the Date of Grant), is made by and between National Bank Holdings Corporation, a Delaware corporation (NBHC), and [ ] (Participant).